Ongpin mounts proxy campaign to regain control of Belle Corp. by :Rocel C. Felix 5/21/00 Ousted Belle Corp. chief executive officer and former Trade Minister Roberto Ongpin is gearing up for a full scale war to reclaim his seat and recover control of the property and gaming firm from the camp of Willy Ocier and his father, Benito Tan Guat, who last year staged a successful mutiny against Ongpin’s camp. Ongpin’s legal counsels have sought the Securities and Exchange Commission’s (SEC) approval for Ongpin’s camp to solicit proxies from Belle shareholders in time for the company’s annual stockholders meeting on June 23. Despite his unceremonious ouster from Belle Corp. last year, Ongpin still has a 51 percent stake in the company, and if he is successful in his proxy solicitation campaign, he will be able to wrest the leadership from the Ocier/Tan Guat group, and bring back on board his own nominees.
Francis Lim of the Abello Concepcion Regala and Cruz Law Offices, head legal counsel of Ongpin, said he has already filed a proxy statement with the SEC which is a requirement under the law for parties seeking to solicit proxies for the company’s election of board of directors or officers. Ongpin and his deputy, Jaime Gonzalez, who was chairman of Belle Corp., named themselves and two others as their nominees to the board: Francis Ed. Lim and Bonifacio A. Alentajan. In a letter to the SEC’s money market operations department, Lim said the group led by his clients are “seriously concerned about the future direction of Belle under its present management whose election to the board of directors has been questioned in a case pending with the SEC.” Lim added: “Since the present management group illegally took over control of Belle’s board during the 1999 annual stockholders’ meeting, the stock price of Belle has dropped approximately 75 percent, indicating that the company’s shareholders and the investing public are likewise concerned about the company’s future.” Lim said Ongpin and his group “are planning to aggressively solicit proxies to ensure their election to the board of Belle.” Lim said his clients are confident of winning this time around. “Upon its election, the group will be able to fiscalize the deliberation of the board and to represent the voice of the minority shareholders in ensuring that their interests are considered and protected.” The Ocier/Tan Guat camp maneuvered the ouster of Ongpin’s camp from the Belle board last year. Observers said the Ocier/Tan Guat faction were fed up with the way Ongpin ran the firm, including making investments which were hardly consulted with the board, and most of which turned out to be lemons. The board under Ongpin’s helm, they said, also hardly held meetings, thus, many of the members felt they were left out in critical decision-making concerning the company’s investments. Belle last year suffered a net loss of P3.29 billion which it blamed largely on inept investment decisions made by Ongpin and Gonzalez. Belle said it had to write off several of these bad investments and had to spend quite a sum for litigation Belle president Gregorio Yu said the company had began getting rid of its “excess baggage” or non-performing assets to be able to pare down maturing debts of about P7.5 billion last year. Yu, upon assuming Ongpin’s post, said the game plan of the new board was to restart sales of its core products and sell non-core assets in its bid to improve its liquidity. For starters, Belle sold last Oct. 5, its Television Eighteen Private Ltd. (TV 18) interests, an Indian television station to Riverina Investments Inc., a corporation based in Mauritius. Belle sold its 208,000 shares for $435,000. Yu said Belle is also looking for a strategic partner for its telecommunication arm, Philippine Global Communications Inc. (Philcom) which signed a memorandum of agreement (MOA) to restructure its outstanding short-term obligations amounting to P787.4 million. Earlier, Eric O. Recto, Belle senior vice president and chief financial officer said the firm’s new board of directors is also reviewing the operations of its other subsidiaries including APC Corp. and Sinophil Corp. to be able to determine what areas need to be restructured. Its other businesses include real estate or property development, Tagaytay Highlands, Tagaytay Midlands and Spa and Lodge. Recto said the proceeds from the sale of Belle’s non-core businesses as well as from new share subscriptions will be used to pay its maturing obligations. Belle shareholders urge SEC to resolve board conflict by :Rocel C. Felix 5/23/00 Minority shareholders of Belle Corp. who support ousted chief executive officer Robert V. Ongpin, are asking the Securities and Exchange Commission (SEC) to resume the hearings and resolve the issue of the company’s board of directors. Belle Corp. shareholders led by Nora Bitong of First Resources Management and Securities Corp., Ma. Natalia Cristina Dalupan, Joanna de Guzman, and Leonor Occena, urged the SEC to resolve all pending petitions and motions concerning the composition of the board of directors. The shareholders also urged the SEC to compel Bell corporate secretary Bayani K. Tan to submit the SEC all documents pertaining to the election of officers, including proxies submitted by stockholders, for the 1999 annual stockholders meeting of Belle, attendance sheets or registry sheets of the June 24, 1999 stockholders meeting, board resolutions or secretary certificates issued by corporate shareholders submitted to the corporation in connection with last year’s stockholders’ meeting; minutes of the organizational meeting held immediately after the June 24 meeting, and, all resolutions passed by the Ocier-Sy board of directors from June 24, 1999 to the present, among others. Hearings on Belle Corp. were suspended last year by former SEC Chairman Perfecto Yasay Jr. none of the issues raised was resolved. The minority stockholders want the SEC to settle these issues and issue a writ of preliminary injunction by June 13. Ongpin has announced his intention to regain his seat at Belle Corp. and recover control of the property and gaming firm from the camp of Willy Ocier and his father, Benito Tan Guat, who last year staged a successful mutiny against Ongpin’s camp. Ongpin’s legal counsels have sought the SEC’s approval for Ongpin’s camp to solicit proxies from Belle shareholders in time for the company’s annual stockholders meeting on June Ongpin still has a 51 percent stake in the company, and if he succeeds in his proxy solicitation campaign, he will be able to wrest the leadership from Ocier/Tan Guat group, and bring on board his nominees. Ongpin, and his deputy, Jaime Gonzalez, who was chairman of Belle Corp., named themselves and two others, Francis Ed. Lim and Bonifacio Alentajan as their nominees to the Ongpin’s legal counsel, Francis Lim, in a letter to the SEC’s money market operations department, said the group led by his clients are “seriously concerned about the future direction of Belle under its present management whose election to the board of directors has been questioned in a case pending with the SEC. Lim added: “Since the present management group illegally took over control of Belle’s board during the 199 annual stockholders’ meeting, the stock price of Belle has dropped approximately 75 percent, indicating that the company’s shareholders and the investing public are likewise concerned about the company’s future.” Lim said Ongpin and his group” are planning to aggressively solicit proxies to ensure their election to the board of Belle,” and added that his clients are confident of winning this time APC files P150-M suit vs Ongpin by :Rocel C. Felix 2/29/00 The APC Group Inc. (APC) has filed with the Securities and Exchange Commission (SEC) a P150-million derivative suit accusing former Trade Minister Roberto Ongpin, PhilWeb.Com and South Seas Natural Resources Inc. of having illegally appropriated for themselves corporate opportunities and business that properly belong to Philippine Global Communications Inc. (Philcom) and Philcom Interactive Systems Inc. (Philcom Interactive).
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APC a company 49-percent owned by Belle Corp., from which Ongpin and his ally Jaime Gonzales were ousted from the board during its stockholders meeting last year, said the Ongpin group has acquired interests adverse to Philcom and Philcom Interactive. Sources said that “it is easy to come to the conclusion” that Ongpin’s group had been planning all along to steal Philcom’s Internet business. The sources said that during the acquisition of 80 percent of Philcom by APC, its financial adviser, AIA Capital Corp., which was controlled by Ongpin and Gonzales, told APC to entrust the remaining shares of Philcom to AIA and to businesswoman Vivien Yuchengco’s MVY Holdings Inc. while initially keeping 40 percent first. “Only 40 percent was in Philcom’s name,” pending APC’s seeking approval by the National Telecommunications Commission (NTC) of a permit to own more than 40 percent of Philcom’s telecommunications and Internet business. After getting NTC approval, APC then asked AIA and MVY Holdings to return the Philcom shares to APC. MVY Holdings, however, interpleaded with the SEC to resolve the directorship of Belle Corp., first before turning over the Philcom shares. While this was going on, the sources said that as early as June last year, Philcom Interactive developed a complete and integrated business plan geared toward taking advantage of the new technologies and advances in e-commerce and Internet-based ventures. The business plan intended to transform Philcom Interactive into a fully integrated company that will offer high-bandwidth connections for audio, video and date-intensive applications. Unknown then to Philcom and Philcom Interactive, Ongpin, and key directors of Philcom, namely, Alex Villamar, Sonia Pamatmat, Almario Velasco and Rozanna Calingin (all were charged with breach of their fiduciary duties to Philcom and Philcom Interactive), took advantage of their high corporate positions and knowledge of Philcom Interactive’s confidential business plan. “In utter bad faith, and in wanton breach of their duties to both Philcom and Philcom Interactive, stealthily and craftily conceived, implemented and executed their own scheme of treachery and betrayal to appropriate to themselves Philcom Interactive’s corporate opportunities and its very own business,” APC said in its complaint to the SEC. Ongpin also allegedly pirated other key personnel from Philcom and Philcom Interactive, established PhilWeb and launched an advertising campaign to pre-empt Philcom Interactive’s Internet based business. Ongpin, also chairman of PhilWeb.Com Inc., also used the business plan, the marketing plan and strategy and resources, assets of Philcom and Philcom Interactive. The sources said that Ongpin controls Philcom in paper, since seven of the 10 board directors are aligned with him while only Gregorio Yu, president and CEO of Belle Corp., and Eric Recto, treasurer of Belle, are with the group of Ongpin’s Belle nemesis, the Willy Ocier and Tan Guat faction. Ongpin, Ocier make up by :Rocel C. Felix 5/25/00 Former Trade Minister Roberto V. Ongpin and businessman Willy Ocier — feuding parties of Belle Corp. — have called for a truce and aborted a bloody proxy war for control of the property and gaming firm. In an unexpected move, Ongpin who, along with his deputy Jaime Gonzales, was ousted as chief executive officer of Belle in last year’s annual stockholders’ meeting, decided to drop his plan to stage a proxy fight to reclaim his post at this year’s annual stockholders’ meeting on June 23. Instead, Ongpin has apparently reconciled with Willy Ocier, widely believed to have orchestrated the mutiny against Ongpin’s camp. In a joint disclosure to the Philippine Stock Exchange, Belle Corp. and Ongpin’s listed internet company, PhilWeb.Com Inc., announced that “the conflict between the companies and certain of their respective directors, has been amicably resolved.” “In a recent meeting between senior officials and major shareholders of the two companies, it was agreed that it was now time to put an end to the conflict, as manifested by the numerous legal cases still pending at the courts and the SEC,” the statement read. The two parties apparently heeded calls by concerned stockholder’s to drop their dispute and concentrate on saving the firm from further losses. The year-old conflict has resulted in a net loss of about P3.29 billion for Belle Corp. with the Ocier camp putting the blame on Ongpin’s poor business judgment. Belle threatens to file criminal raps versus SEC over disbarment case by :Rocel C. Felix 7/6/00 Belle Corp. is threatening to sue the Securities and Exchange Commission (SEC) if it continues to pressure the property and gaming firm into submitting a full disclosure of an administrative case involving the disbarment case it is pursuing against certain board directors. Belle lawyers invoked the confidentiality rule of the Supreme Court regarding the disbarment and discipline of attorneys. “Clearly, our compliance with your requirement for us to disclose the information required by the Revised Securities Act. . . will automatically constitute a violation of the confidentiality rule inasmuch as a mere mention of the filing and pendency of such proceedings is already considered a contemptible act. Considering the consequences of premature disclosures, therefore, the directors involved were understandably pertubed to discover how information relating to the case had been freely, if not irresponsibly, imparted by some parties,” Belle said. The company cited a previous SC ruling which states that all proceedings looking to the suspension and disbarment of lawyers . . . will be considered confidential in nature until the final disposition of the matter. Belle reminded the SEC that the continuing insistence “(coupled with threats of imposition of penalties), of the Commission’s personnel concerned constitute violations of the provisions of the Revised Penal Code, and might constrain us to initiate criminal proceedings to protect our client’s interests.” Belle is seeking the disbarment of certain members of its board of directors who happen to be lawyers, the identities of whom it could not be disclose to the public pending the outcome of the case. Feuding Belle officials have already reconciled, but there is a pending case involving the disbarment of a number of board directors. Last May, Roberto Ongpin and Willy Ocier — feuding parties of Belle Corp. — called for a truce and aborted what could have been ahead-on collision for the control of the property and gaming firm. Ongpin, who, along with his deputy Jaime Gonzales, was ousted as chief executive officer of Belle in last year’s annual stockholders’ meeting, decided to drop his plan to stage a proxy fight to reclaim his post at this year’s annual stockholders’ meeting held last June 23. Instead, Ongpin, reconciled with Ocier, widely believed to have orchestrated the mutiny against Ongpin’s camp. In their joint disclosure statement to the Philippine Stock Exchange, Belle Corp. and Ongpin’s listed internet company, PhilWeb.Com Inc., announced that “the conflict between the companies and certain of their respective directors, has been amicably resolved.” Dante Tan fights back by :Rocel Felix 2/23/00 Dante Tan, the beleaguered majority shareholder of property and gaming firm Best World Resources Corp., is fighting He is suing the Philippine Stock Exchange and the head of the PSE’s compliance and surveillance group, Ruben Almadro, whom the presidential friend said singled him out in the investigation on alleged stock manipulation and insider trading in BW Resources. “One day I will prove to them that the value of the stock is more than P100. But give me time,” Tan said at a press conference at the Manila Hotel yesterday. “I must be the lousiest (stock) manipulator or the most stupid manipulator. I sold only when I needed funds… I’ve been a constant buyer,” he said, in reaction to the PSE report that he deliberately bought and sold his own stock to artificially push up share prices. He also hinted of a syndicate out to let him take the fall in the controversial issue which has triggered a crisis in confidence at the stock market, especially among foreign fund managers. Piqued at the PSE report, Tan accused Almadro of conducting a probe on BW for the single purpose of destroying him, for which reason he decided to take legal action. However, he said he still has to consult his lawyers on the extent of the charges. Almadro, Tan said, was unwittingly used by his (Tan’s) business rivals who were out to get him. Tan claimed there was a syndicate, a group of Chinese businessmen like him, that wants to see him fail. A copy of the PSE’s findings was sent to Sen. Raul Roco — chairman of the Senate committee on banks and financial institutions which is conducting a parallel inquiry on the alleged market fraud — who disclosed it to the media. Securities and Exchange Commission Chairman Perfecto Yasay had advised Roco to keep the report temporarily under wraps as it was not yet final, but the senator invoked public interest. Tan said Roco’s leaking of the report to the media made it “The leaking of PSE report by Roco makes it void, unofficial and can’t be used against me in a court of law. Under the rules of the PSE, it is void,” he said. BW share prices shot up to P107 last October upon the visit of Macau casino mogul Stanley Ho, who had just bought into the company. The figure was 5,000 percent higher than it was early in 1999. But after Ho left, the BW stock price went on a tailspin. While Tan refused to name names behind the syndicate allegedly working for his downfall, his spokesman Bubby Dacer said it is the breakaway group of another property and gaming firm, Belle Corp., which also had a hand in the phenomenal rise and fall of BW share prices. Dacer said the group is led by Willy Ocier, Jaime Dichaves and Wilson Sy, all directors of Belle Corp. who mutinied against the Roberto Ongpin and Jaime Gonzales group. Dacer said Dichaves, an uncle of Ocier, is a close friend of President Estrada. On the other hand, Sy owns Wealth Securities which, according to Tan, traded BW shares heavily from Sept. 27 to Oct. 14, 1999, but was conspicuously absent in the list of brokers held accountable in the PSE Tan said that he hopes to unmask the real market manipulators in due time. “I hope we will be able to come up with the real manipulators. … I’m sure it’s very hard to find out because these are all professionals, they can hide their identity,” he said. “If I am the manipulator, I should not be holding any shares today.” Yasay said the SEC will be able to issue show-cause orders this Thursday to some individuals named in the PSE report. He said that because the SEC investigation will be more expansive, it will take longer for its prosecution and enforcement department to issue show-cause orders and charge sheets to other individuals, especially those not named in the report but whom the SEC hopes to uncover. The SEC chief, who is scheduled to step down on March 25, has said he does not want to leave the corporate watchdog while the investigation into the BW mess still ongoing. Minority owner steals show at Belle Corp meet by :Conrado M. Diaz Jr. 8/8/00 Gaming and property firm Belle Corp. nearly had a repeat of last year’s formal tumultuous stockholders meeting — when a
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